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Partnership Buy Sell Agreement
"I need a Partnership Buy Sell Agreement for our three-partner medical practice in London, with specific provisions for retirement and disability, and insurance-funded buyout provisions to ensure smooth transitions when partners leave."
1. Parties: Identification and details of all partners
2. Background: Context of the agreement and partnership structure
3. Definitions: Key terms used throughout the agreement
4. Trigger Events: Events triggering buy-sell provisions including death, disability, retirement, voluntary withdrawal, and involuntary termination
5. Valuation Mechanism: Method for determining partnership interest value, including timing and process of valuations
6. Payment Terms: Structure and timing of payments for bought interests, including installment provisions
7. Transfer Provisions: Process and requirements for transferring partnership interests
8. General Provisions: Standard contractual provisions including governing law, notices, and amendments
1. Insurance Provisions: Details of life/disability insurance funding buy-outs, including policy requirements and beneficiary designations
2. Right of First Refusal: Partners' rights to purchase before external sale, including notice requirements and timelines
3. Drag-along Rights: Majority partners' right to force minority participation in sale
4. Tag-along Rights: Minority partners' right to join in sale of majority interests
5. Dispute Resolution: Specific procedures for resolving disputes, including mediation and arbitration provisions
1. Schedule 1 - Current Partnership Interests: Schedule showing current ownership percentages and capital accounts
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating partnership value, including any adjustments or special considerations
3. Schedule 3 - Insurance Policies: Details of relevant insurance policies, coverage amounts, and beneficiaries
4. Schedule 4 - Transfer Notice Form: Standard form for initiating transfer process, including required information and timelines
5. Schedule 5 - Deed of Adherence: Form of deed to be signed by new partners joining the partnership
Authors
Business
Business Day
Buyer
Capital Account
Completion
Completion Date
Default Event
Defaulting Partner
Departing Partner
Disability
Effective Date
Fair Market Value
Initial Notice
Insurance Policy
Insurance Proceeds
Non-Defaulting Partners
Notice Period
Offer Notice
Partner
Partnership
Partnership Interest
Partnership Property
Purchase Price
Qualified Appraiser
Remaining Partners
Sale Interest
Seller
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Withdrawal
Trigger Events
Valuation Mechanism
Purchase Obligation
Purchase Price
Payment Terms
Transfer Process
Insurance Provisions
Right of First Refusal
Forced Sale Rights
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Death Provisions
Disability Provisions
Retirement Provisions
Voluntary Withdrawal
Default Events
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Governing Law
Third Party Rights
Partnership Continuation
Amendment Process
Tax Provisions
Power of Attorney
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